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This Exclusive Consulting Agreement template is designed for use in the Nigerian business environment where organizations seek to secure dedicated professional expertise while ensuring exclusivity in the consulting relationship. The document is particularly relevant when a client requires specialized consulting services and wishes to prevent the consultant from providing similar services to competitors. The agreement comprehensively addresses key aspects required under Nigerian law, including service scope, payment terms, confidentiality, intellectual property rights, and compliance with local regulations. It's structured to protect both parties' interests while maintaining flexibility for specific industry requirements and can be customized for various sectors from oil and gas to technology and financial services. The template ensures compliance with Nigerian federal and state legislation, including the Contract Act, Labour Act, Competition laws, and Data Protection Regulations.

1. Parties: Identifies and provides full details of the contracting parties - the client and the consultant

2. Background: Sets out the context of the agreement and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Scope of Services: Establishes the exclusive appointment and details the specific services to be provided

5. Term and Termination: Specifies the duration of the agreement and circumstances for termination

6. Consultant's Obligations: Details the consultant's duties, responsibilities, and performance standards

7. Client's Obligations: Outlines the client's responsibilities and commitments

8. Fees and Payment Terms: Specifies consulting fees, payment schedule, and other financial terms

9. Exclusivity: Details the terms and scope of the exclusive arrangement

10. Intellectual Property Rights: Addresses ownership and usage rights of work products and pre-existing IP

11. Confidentiality: Defines confidential information and obligations to protect it

12. Data Protection: Specifies obligations regarding personal data handling under Nigerian law

13. Non-Competition: Sets out restrictions on competitive activities

14. Liability and Indemnification: Defines the extent of liability and indemnification obligations

15. Force Majeure: Addresses circumstances beyond parties' control affecting performance

16. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and sets jurisdiction for disputes

17. General Provisions: Includes standard boilerplate clauses like notices, assignment, and severability